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Endocyte, Inc. Message Board

  • chirag_487a chirag_487a Mar 29, 2014 12:00 PM Flag

    Why Bloomberg pumping ECYT just after a share offering ?

    ...... ''could spark a takeover by Merck & Co. (MRK), which already has a partnership with Endocyte, said Royal Bank of Canada......''

    Poor due diligence by RBC, Merck can not spark a takeover for a long time (as per my discussion with Endocyte CFO) as defined in the 'standstill' agreement between Merck and Endocyte.

    Here it is,


    1.134.1Merck agrees that upon the Effective Date and for a period lasting until the earlier of the [ * ] of the [ * ] for the [ * ] in the [ * ] to have such [ * ] and [ * ] after the [ * ] (the “Standstill Period” ), neither Merck nor any of its Affiliates shall, in any manner, directly or indirectly without the prior written consent or invitation of Endocyte or its Board of Directors:

    (a)make, effect, initiate, cause or participate in any acquisition of beneficial ownership of any voting securities of Endocyte or any voting securities of any subsidiary of Endocyte, if the effect of such acquisition would be to entitle Merck to cast directly or indirectly more than [ * ] of the voting power in any election of directors of Endocyte;

    (b)make, effect, initiate, cause or participate in any acquisition of any material assets of Endocyte or any material assets of any subsidiary of Endocyte that would place Endocyte or Merck under a legal obligation to make a public disclosure of such activity;

    (c)engage or become a participant in any “solicitation” of (x) “proxies” (as such terms are defined in Regulation 14A under the Exchange Act) or (y) consents to vote any Endocyte voting securities;

    (d)form, join or participate in a “group” (as defined in the Exchange Act) for the purpose of taking any action under clauses (a) through (c) of this Section;

    (e)agree or offer to take, or encourage or propose (publicly or otherwise) the taking of any action referred to in subsection (a), (b), (c), or (d) of this Section 3.8.1 ;

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